These terms and conditions ("Agreement") applies to companies' and other organizations' ("Customer") free use of Trustpilot A/S' ("Trustpilot") review service ("Trustpilot Service"), including Customer's trial use of the Trustpilot Service.
The Agreement includes (i) the order form (if applicable), which contains details of Customer's order of a free use of Trustpilot Service ("Order From"), and (ii) all operating rules, policies, and guidelines (collectively "Guidelines") that are referred to herein or that may otherwise be published by Trustpilot on its websites (as such rules, policies, and guidelines may be amended from time to time), including, without limitation:
1.1. Accept of the Agreement. When Customer signs up for the Trustpilot Service Trustpilot will provide Customer with an account on Trustpilot's website. Here Customer will be able to see the services and features that are part of the Trustpilot Service. Trustpilot may at any time and without notice remove, change and alter the services and features made available to Customer. Trustpilot may offer Customer additional services, features or free trials of various Trustpilot services, in addition to what is described in this Agreement and on Customer's account. If Customer uses the additional services and features, free trials etc., such use will be governed by this Agreement and the Guidelines, and Customer accepts to comply herewith when using or trying out these services, features and free trials.
1.2. Review Invitation Service. As a part of the Trustpilot Service, Customer is offered the possibility of using Trustpilot's review invitation service ("Review Invitation Service"). If Customer enables the Review Invitation Service, Customer can send out e-mails to its customers ("Consumer(s)") via the Review Invitation Service and invite Consumers to post a review of their shopping experience or experience that verifies that Consumers write a review of Customer.
2.1. Data Protection Requirements. Customer agrees to comply with its obligations under EU Data Protection Directives as a data controller and any other legislation and/or binding regulations implementing or made pursuant to them ("Data Protection Requirements").
When enabling the Review Invitation Service Customer is - in accordance with the Data Protection Requirements - regarded as a Data Controller of the Consumers' personal data, which is provided to Trustpilot when Customer uses the Review Invitation Service and Trustpilot is regarded as the data processor. This entails that Trustpilot shall only act by instructions from Customer in regards to the provided personal data about the Consumers. It is the sole responsibility of Customer to provide such instructions to Trustpilot. Trustpilot shall make the necessary security measures to comply with the obligations of a data processor, including ensuring that the information is not (i) accidentally or unlawfully destroyed, (ii) lost, altered or damaged, (iii) disclosed to or accessed by any unauthorized person, (iv) misused or (v) in other ways treated in violation of the Data Protection Requirements. On Customer's request, Trustpilot will, in line with and to the extent provided for in the Data Protection Requirements, supply Customer with sufficient information for Customer to assure that the above-mentioned technical and organizational security measures have been made. All data collected and processed about Consumers after they sign up on Trustpilot's website are processed by Trustpilot as a data controller.
2.2. Responsibility for User Content. Trustpilot is not responsible for and assumes no liability for the Consumers' conduct on or use of the Trustpilot Service, including the content published by the Consumers (such content, "User Content"). Trustpilot does not and cannot control or monitor the User Content and Trustpilot does not endorse any User Content, nor does the opinions expressed in the User Content represent the opinions of Trustpilot, its affiliates, or any of its or their officers, directors, employees, contractors or shareholders.
2.3. No endorsement. The Agreement shall not be regarded as Trustpilot's approval, endorsement or recommendation of Customer, Customer's products or services. Customer may not market itself or by other way give public declarations in conflict with the above.
3.1. Compliance. Customer is obligated to a) Comply with the Agreement and Guidelines in force at any time; and b) Only use the Trustpilot Service on the website(s) covered by the Agreement. Customer's use of the Trustpilot Service must at all times comply with all applicable laws, rules and regulations. Customer warrants to Trustpilot that its use of the Trustpilot Service will in no way cause Trustpilot to violate any applicable laws, rules or regulations or to violate the privacy rights of any third party.
3.2. Password. When the Customer signs up for an account, a password to the account is created. This password may only be used by and for Customer. Customer is responsible for all use of the Trustpilot Service occurring under Customer's account.
4.1. Changes and amendments. Trustpilot is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Trustpilot at its websites, from time to time. The latest applicable version will be available on Trustpilot's website.
4.2. Applicable version. Trustpilot will on its websites give Customer prior notice if changes are made to these documents. The latest versions of any of these documents are integrated parts of the Agreement. Customer agrees that the continued use of the Trustpilot Service after any posted modified version of the documents is Customer's acceptance hereof.
5.1. Effective Date. The Agreement becomes binding and effective on the date ("Effective Date") when Customer;
5.2. Duration. The Agreement remains in force in accordance with the term described in the Order Form or if an Order Form is not applicable, the Agreement remains in force until terminated by one of the parties, cf. section 6.
5.3. Remuneration. Use of the Trustpilot Service under this Agreement is free of charge.
6.1. Termination by Customer. Customer can at any time discontinue the use of the Trustpilot Service. Customer has the option of closing down its account at any time which will entail that the Trustpilot Service is no longer available to Customer. However, this will not entail that reviews are removed from Trustpilot's websites. Closing down the Trustpilot's Service can be executed by contacting firstname.lastname@example.org.
6.2. Termination by Trustpilot. Trustpilot may without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate Customer's access to the Trustpilot Service, terminate the Agreement, or suspend or terminate Customer's account. Trustpilot will notify Customer of such termination or suspension.
6.3. Obligations Upon Termination. Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 12).
6.4. Discontinue Use. In case of termination of the Agreement - no matter the cause - Customer is obligated to cease any use of the Trustpilot Service.
6.5. Reviews Will Remain on the Trustpilot Service. Termination of the Agreement will have no effect on reviews posted on the Trustpilot Service even if such reviews have been posted as result of Customer's use of the Review Invitation Service; and such reviews will remain on Trustpilot until removed by the Consumer providing the review or by Trustpilot.
6.6. Injunctive Relief. Customer's unauthorized use of the Trustpilot Service can be prohibited by an injunctive relief without security.
7.1. Indemnity. Customer shall indemnify Trustpilot against any loss or damage suffered or incurred by Trustpilot as a result of any third party claim (including any claim or allegation by any governmental authority) that (a) the use of any content provided by Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law or the Guidelines; (b) Trustpilot's use of Consumer data in accordance with this Agreement is in breach of the Data Protection Requirements or any other applicable laws related to data privacy; or (c) any email message sent or caused to be sent by Trustpilot on behalf Customer violates any applicable law, rule or regulation. Customer shall not bring any claim against Trustpilot arising from or related to any User Content, including without limitation, any claim that the User Content is defamatory, offensive or otherwise harmful. Customer shall indemnify Trustpilot against any loss or damage suffered or incurred by Trustpilot as a result of any such claim, whether such claim is brought by Customer, any of Customer's affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders, or other associated third parties.
8.1. "As Is". The use of the Trustpilot Service is the responsibility of Customer. The Trustpilot Service is supplied "as is" and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability and Trustpilot does not guarantee the general applicability or availability of the Trustpilot Service.
8.2. Limitation of Liability. The Customer is not be entitled to claim damages (regardless of whether any of these is direct, indirect or consequential) for (i) any loss of profits, contracts, turnover, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, anticipated savings or revenue (ii) any loss or damage arising in connection with liabilities to third parties or (iii) any indirect or consequential loss or damage whatsoever.
8.3. No Liability. As the Trustpilot Service is free of charge, Trustpilot is not liable for Customer's use of the Trustpilot Service, including without limitation, liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty arising from or in connection with the Agreement. Nothing in the Agreement excludes or limits either party's liability matters which cannot be excluded or limited under applicable law.
9.1. Customer. Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Trustpilot.
9.2. Trustpilot. Trustpilot is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party. Trustpilot shall notify Customer of such transfer.
10.1. Exclusive Rights of Trustpilot. The Trustpilot Service, including any content on the Trustpilot Service and all underlying technology (including all intellectual property rights embodied therein) is and shall remain the sole and exclusive property of Trustpilot and shall be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. If you provide feedback, ideas or suggestions regarding the Website or the services offered on the Website ("Feedback"), Trustpilot is free to fully exploit such Feedback.
10.2. Trustpilot Designs. Customer is only permitted to use Trustpilot's logos, graphics and trademarks ("Trustpilot Designs") if such right has been granted to Customer by Trustpilot. Customer is able to see if such right has been granted by viewing Customer's account on Trustpilot's website. If such right has been granted, Customer is only entitled to use Trustpilot Designs in accordance with the Trademark Guidelines.
10.3. General Reference to Customer. Customer agrees that Trustpilot may use Customer's name and logo on Trustpilot's websites and as a part of a general list of Trustpilot's customers for use and reference in corporate, promotional and marketing material.
11.1. Confidential Information. The parties are mutually obliged not to reveal the contents of the Agreement to any third parties and to keep confidential the terms of this Agreement (including any Order Form) and other pieces of information that the par¬ties may have exchanged or may in the future exchange regarding their undertakings or business relationships. Information, which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
11.2. Post Termination Confidentiality. The confidentiality statement also applies after the termination of the Agreement no matter the cause of the termination.
11.3. Compliant Disclosure of Confidential Information. The foregoing confidentiality obligations shall not apply to any information that the receiving party can reasonably document was already published or publicly known at the time of its disclosure unless the publication is due to a disregard of the confidentiality obligations set forth in the Agreement. Nothing in this Agreement shall hinder the disclosure of any information which is required by law to be disclosed, or which a party is requested to disclose on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request. The foregoing confidentiality obligations shall not hinder the disclosure of the information that Customer is or has been a customer of Trustpilot on Trustpilot's website. Furthermore, if Customer is in material breach of the Agreement or the Guidelines and Trustpilot thus terminates the Agreement Trustpilot is entitled to announce the termination of the Agreement.
12.1. The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and the Agreement.
12.2. The following sections will survive expiration or termination of this Agreement; sections 6, 7, 8, 10, 11, 12, 14, and any other section that by its nature is intended to survive expiration or termination.
13.1. The Agreement contains the entire agreement between Customer and Trustpilot regarding the use of the Trustpilot Service, and shall supersede all prior agreements between the parties in relation to the same.
14.1. The Agreement and any disputes relating to or accruing from the Agreement shall be governed by Danish law. Any disputes relating to or accruing from the Agreement and Customer's use of Trustpilot's services shall be settled in the city court of Copenhagen in the first instance.